EL ESPECIALITO ADVERTISING TERMS & CONDITIONS

All advertising, orders and materials accepted by U.S.A. Distributors, Inc. for publication in El Especialito hereafter referred as “U.S.A.” are subject to the following terms and conditions. Placing an order for advertisement insertion with U.S.A. by advertiser, advertising agency or media buyer (collectively, “Advertiser”) constitutes acceptance by Advertiser of such terms and conditions, which are subject to change. Conditions printed or otherwise inserted by Advertiser on an order, copy instructions or other submitted materials are not binding on U.S.A. even if signed by U.S.A. if they conflict with these terms and conditions.

No Cancellation. Unless otherwise agreed by. U.S.A. in writing, orders may not be cancelled by Advertiser, and Advertiser shall remain responsible for the full payment. U.S.A.’s not bound by any stop order and does not guarantee requests for changes to orders after submission.

Not Binding on U.S.A. No order is binding on U.S.A. unless accepted by U.S.A. and provided further, that U.S.A. reserves the right, after acceptance, to reject, remove, cancel or suspend any orders, advertisements, space reservation or position commitment at any time and for any reason in its sole discretion, in which such case Advertiser’s sole remedy shall be a credit or comparable unit of advertising in a subsequent issue of the publication provided by U.S.A. to Advertiser at no charge (a “Makegood”). No Make good shall be available for an advertisement determined by U.S.A. to (1) not comply with any policy of, U.S.A. (2) be offensive, obscene or profane or (iii) be defamatory, libelous, slanderous or otherwise unlawful.

Rates.. U.S.A. reserves the right to change advertising rates at any time. Rates are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Advertiser, which such taxes, duties and charges shall be the sole responsibility of Advertiser. Rates and pricing constitute proprietary and confidential information of U.S.A.. and shall not be disclosed by Advertiser except as required by law. If space commitments are not met, completed advertising will be recalculated at the current corresponding rate card price and Advertiser will be billed for the difference.

Payment. Amounts payable shall be invoiced by. U.S.A. on or about the date on which advertising is scheduled to appear in a publication, and shall be due and payable by Advertiser within thirty (30) days of publication, provided that, if Advertiser provides credit card information to U.S.A.., U.S.A. may apply payment for amounts due on or about the date of publication. Advertiser hereby authorizes. U.S.A. to receive updated account information from the financial institution issuing Advertiser’s credit card. Advertiser’s credit card authorization may be revoked by written notice to U.S.A. and shall be effective upon. U.S.A. receipt. U.S.A. reserves the right to recharge Advertiser for any charges it incurs resulting from Advertiser’s payment method and to change payment terms to cash. Advertiser must notify. U.S.A. In writing of any invoice or credit card charge dispute along with a description thereof within ten (10) business days of such invoice or charge as applicable. All amounts invoiced or charged and not so disputed shall be deemed accepted by Advertiser. Late payments shall accrue interest calculated daily and compounded monthly at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. Advertiser shall reimburse U.S.A. for all reasonable costs incurred in collecting any late payments, including without limitation, attorneys’ fees. In the event that payment is not made in accordance with the conditions set forth above. U.S.A. reserves the right at to cancel or reject all orders.

Submission of Material. Advertiser shall deliver all advertisements and materials for advertisements, including without limitation, text, photographs, logos, content, trademarks, trade dress elements, and/or other intellectual property (“Advertising Materials”) to U.S.A. in accordance with, and at all times abide by U.S.A.’s policies, guidelines and specifications (the “Specifications”), including, without limitation, the manner of transmission to U.S.A. and the lead-time prior to publication of an advertisement U.S.A. shall not be required to publish any advertisement that is not received in accordance with the Specifications, and U.S.A. shall have no liability for delays in performance or the omission of advertisements resulting from any delays caused by Advertiser’s failure to comply with the Specifications. U.S.A. is not responsible for making any corrections to advertisements. Advertisements that might be mistaken for by a reader as news, feature or other non advertising materials must be clearly marked “advertisement”. If not so marked, U.S.A. reserves the right to so mark it.

U.S.A. Services; No Liability. U.S.A. may, as a service to Advertiser, provide or create for Advertiser, advertisement copy, artwork or other content, make certain formatting or other revisions to advertisements or provide translation assistance (collectively referred to as “Studio Work”). Neither U.S.A. nor any agent or studio thereof accepts any responsibility or liability arising from or related to Studio Work or any advertisement or any Advertising Materials, including but not limited to publication or dissemination thereof, and all such Studio Work is provided “as is/where is” without any representation or warranty of nature whatsoever. Advertiser is responsible for the use and publication of all Studio Work in connection with any advertisement. Studio Work shall at all times remain the exclusive property of. U.S.A. and may only be used by Advertiser in. U.S.A. publications.

Errors. It is Advertiser’s responsibility to examine an advertisement for errors upon publication. U.S.A. shall not be responsible for errors beyond the first publication of a multiple insertion. Requests for error adjustment must be made within 10 days of the publication date. Error adjustment shall be given in the form of a Makegood.

Placement. Unless otherwise specified in an order and expressly agreed to by U.S.A. placement of any advertisement is in the sole discretion of U.S.A.

U.S.A. License/Rights. Subject to these terms and conditions, Advertiser grants. U.S.A. a non-exclusive, royalty-free, worldwide, fully-paid license to store, use, reproduce, publish, distribute and display each advertisement in the publications and in any other medium. U.S.A. shall have the right to modify, copy, reformat, transmit and otherwise manipulate an advertisement in connection with such reproduction, display or distribution. U.S.A. shall not have any obligation to return advertisements or any Advertising Materials, and U.S.A. is not responsible for any damage or loss thereto. Advertiser assumes sole responsibility for the protection of its copyright and/or any other intellectual property in any writing, pictorial illustration, text, content, photograph, logo or trade dress included in any advertisement U.S.A. shall have the sole ownership of any copyright obtained on the publication in which any advertisement appears.

Advertiser’s Representations, Warranties and Covenants. Advertiser represents, warrants and covenants to U.S.A. that: (1) these terms and conditions constitute the valid and legally binding obligation of Advertiser (including advertiser, advertising agency and media buyer); (2) at the time of the advertisement’s publication and dissemination, any statement, claim or representation made in any advertisement (i) will be supported by competent and reliable prior substantiation in accordance with all applicable laws, including Federal Trade Commission laws and (ii) shall comply with all other applicable laws, including laws regarding deceptive trade practices, fair competition, consumer protection and investment advertising (if applicable); (3) nothing in any advertisement or Advertising Materials will (i) violate any criminal law, (ii) advocate illegal activity or (iii) be defamatory, libelous, slanderous or otherwise unlawful; (4) Advertiser has and will retain all rights, licenses and clearances necessary to lawfully use, and authorize U.S.A. to use, distribute, reproduce, display and republish the contents and subject matter contained in any advertisement and/or Advertising Materials, including (i) any intellectual property, copyrighted material, trademarks and/or depiction of trademarked goods, services or other text, logos, illustration, content or trade dress elements, (ii) any testimonials or endorsements contained in any advertisement; (iii) any name, photograph, likeness or identity of individuals, either living or dead, famous or not famous; and (iv) any other rights, licenses, permissions, clearance or approvals which may be necessary; (5) to the extent that any U.S.A. advertisement or Advertising Materials are delivered to U.S.A. in electronic form, they will not contain any viruses, time bombs, or other devices capable of disabling or interfering with any computer systems or software; and (6) Advertiser shall use the advertising space solely for its own benefit and not for the placement of any third-party advertising.

Advertiser Indemnification Obligations. All advertisements, Advertising Materials and/or materials accepted by. U.S.A. in connection therewith, are accepted and published by U.S.A. entirely on the representation that Advertiser is duly authorized to distribute, display, reproduce and republish the entire contents and subject matter, without violation of any third party rights, including any intellectual property rights, and U.S.A. assumes no responsibility for the subject matter thereof, including any Studio Work. Advertiser shall jointly and severally defend, indemnify and hold harmless U.S.A. its parent entities, any third-party service providers or distribution networks, and the subsidiaries, affiliates, partners, officers, directors, employees, agents, affiliates successors and assigns of any of the foregoing (collectively, U.S.A.. Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys fees, fees and costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance) incurred or suffered by, or asserted against, the U.S.A. Indemnified Parties, or any one of them (collectively, “Losses”), arising out of or incurred or asserted in connection with any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature (civil, criminal, administrative, regulatory or otherwise, whether at law, in equity or otherwise) of any kind that arises out of or in connection with (i) the breach of Advertiser’s representations, warranties or covenants herein or under any order, (ii) an advertisement (including any Studio Work), any Advertising Materials or any website(s) or material(s) that can be linked to through an advertisement (including, without limitation, the publication, distribution or use of any trademark, trade name, service mark, copy, portrait, picture or illustration contained therein) or (iii) any material, product or service that relates to or is the subject of an advertisement. The indemnifying party may not agree to any settlement that imposes any obligation or liability on an U.S.A. Indemnified Party without such party’s express prior written consent.

NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. In no event will U.S.A. be liable to Advertiser for any consequential, incidental, indirect, exemplary, special or punitive damages whatsoever (including damages for loss of use, revenue or profit, business interruption and loss of information) whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not. U.S.A. has been advised of the possibility of such damages.

MAXIMUM LIABILITY / EXCLUSIVE REMEDY. THE SOLE LIABILITY OF. U.S.A. (AND ANY AGENT OR AFFILIATE THEREOF) TO ADVERTISER OR ANY THIRD PARTY CONCERNING THE PERFORMANCE OR NON-PERFORMANCE of U.S.A. OF ITS OBLIGATIONS HEREUNDER OR UNDER ANY ORDER (INCLUDING WITHOUT LIMITATION,U.S.A.’S FAILURE TO INCLUDE ALL OR ANY ITEMS OF ADVERTISING IN A PUBLICATION OR FROM ERRORS IN ADVERTISING AS PRINTED), AND THE EXCLUSIVE REMEDY OF ADVERTISER WITH RESPECT THERETO, regardless of the form of action, whether in contract, tort, by statute, negligence, strict liability in tort, or otherwise, shall, in the aggregate, be limited to a MAKEGOOD FOR THE ADVERTISING WITH RESPECT TO WHICH THE LIABILITY ARISES.

No Representations or Warranties; Non-Reliance. Notwithstanding anything to the contrary contained herein, U.S.A.. makes no representations or warranties, express or implied, oral or written, whether arising by law, course of dealing, course of performance, usage of trade or otherwise, all of which are expressly disclaimed, including any representation or warranty as to the actual or potential results Advertiser may obtain through advertising in the publication, and Advertiser acknowledges that it has not relied upon any representation or warranty made by. U.S.A. or any other person on. U.S.A.’s behalf. All services provided by or on behalf of. U.S.A. to Advertiser hereunder are provided on an “as is/where is” basis. Advertiser further understands and acknowledges that U.S.A. does not guarantee exact color matches, positions, exclusivity or that advertisement will not be on the back of another advertisement containing a coupon. No credits will be provided for any of the foregoing.

Joint and Several Liability between Advertiser and Advertising Agency. Advertising agency, advertiser and media buyer shall be jointly and severally liable for all amounts due and obligations hereunder.

Entire Agreement; No Waiver. These terms and conditions together with any order delivered hereunder contain all of the understandings and representations between U.S.A. and Advertiser pertaining to the subject matter hereof and supersede all prior and contemporaneous written or oral agreements. The failure of U.S.A. to enforce any one or more of these provisions will not be a construed to be a waiver of any of these terms or conditions or’ U.S.A.’s right to enforce them. The unenforceability or invalidity of any provision herein shall not affect the enforceability or validity of any other provision.

Assignment. Advertiser may not resell, assign or transfer any advertising or advertising space. Attempted resale’s, assignments or transfers are void and of no effect.

Governing Law; Forum. The validity and effect of these terms and conditions and any orders hereunder shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey without regard to its conflict of laws principles. The parties hereby consent to the exclusive jurisdiction of and venue in the courts of the State of New Jersey to adjudicate any dispute that may arise in connection with an order or any of the duties or obligations hereunder.

Force Majeure U.S.A. is not liable for delays or defaults in its obligations if such delay or default is caused by conditions beyond. U.S.A. or its suppliers’ control.

Relationship of the Parties. Nothing herein creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the parties. U.S.A. is an independent contractor.

WAIVER OF JURY TRIAL. ADVERTISER KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY, WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR AN ORDER HEREUNDER.

Notices: Notices to. U.S.A. must be sent by e-mail or facsimile to the e-mail address or fax number set forth on the order. Faxes shall not be deemed delivered until U.S.A. confirms receipt thereof.

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